Integra LifeSciences closes $450M notes offering

The prior credit agreement’s loans were repaid and its revolving commitments terminated; the new notes mature in 2033.

Rhea-AI Filing Summary

Integra LifeSciences Holdings Corporation (IART) completed a private offering of $450 million aggregate principal amount of 9.500% senior secured notes due November 1, 2033, and entered an amended and restated credit agreement making up to $1.65 billion available. The agreement includes a $600 million revolving facility and a $600 million Term Loan A, each with a five-year maturity, plus a $450 million Term Loan B with a seven-year maturity.

The Notes bear interest at 9.500% per year, payable semi-annually in arrears each May 1 and November 1, beginning May 1, 2027. Integra used a portion of the Notes proceeds and credit-agreement borrowings to repay in full all outstanding term and revolving loans, accrued interest and fees under its prior credit agreement; the prior revolving commitments were terminated, and the company incurred no early termination penalties. For Term SOFR borrowings, the Term Loan B applicable rate is 4.25%; the Revolving Facility and Term Loan A applicable rates are initially 3.00%, then range from 2.00% to 3.25% after delivery of the compliance certificate for the quarter ending December 31, 2026, based on the consolidated total leverage ratio.

Filing Explained

A change of control requires Integra to offer to repurchase the notes at 101% of principal; certain asset sales may require an offer at 100%.

The October 19 refinancing is complete: Integra issued $450 million of notes and amended and restated its credit agreement. Substantially all company and guarantor assets secure the credit agreement, while the notes share first-priority liens on company-owned collateral with those lenders, subject to exceptions.

The notes rank equally in payment with senior debt, including credit-agreement debt, and ahead of subordinated debt. They are effectively ahead of unsecured company debt only to the extent of collateral value, after intercreditor arrangements.

8-K Event Classification

5 items: 1.01, 1.02, 2.03, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Senior secured notes principal: $450 million Notes interest rate: 9.500% per year Notes maturity: November 1, 2033 +5 more

8 metrics

Senior secured notes principal $450 million Aggregate principal amount issued

Notes interest rate 9.500% per year Payable semi-annually in arrears

Notes maturity November 1, 2033 Senior secured Notes

Credit agreement availability Up to $1.65 billion Aggregate principal amount available under the facilities

Revolving Facility $600 million Five-year maturity

Term Loan A $600 million Five-year maturity

Term Loan B $450 million Seven-year maturity

Term Loan B applicable rate 4.25% For Term SOFR borrowings

Key Terms

Term SOFR, consolidated total leverage ratio, commitment fee, make-whole premium, +1 more

5 terms

Term SOFR financial

"Term SOFR in effect from time to time plus the applicable rate"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

consolidated total leverage ratio financial

"based on the Company’s consolidated total leverage ratio"

Consolidated total leverage ratio measures how much a company owes compared with the profit it generates, calculated across all its units together. Think of it as the company’s total net debt divided by a measure of annual operating cash profit; like comparing how much mortgage you owe to your yearly take-home pay. Investors use it to judge risk: a higher ratio means more debt burden and greater vulnerability to shocks, while a lower ratio suggests a stronger ability to service debt and sustain operations.

commitment fee financial

"annual commitment fee of 0.20% to 0.35%"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

make-whole premium financial

"plus a “make-whole” premium"

A make-whole premium is an extra payment a borrower must give bondholders when repaying debt early to compensate them for lost future interest; think of it as a lump-sum “catch-up” to leave lenders financially where they would have been if the loan had run its full term. It matters to investors because it affects how much they receive on early redemption and influences a company’s decision to refinance or repay debt, altering bond value and expected returns.

pari passu financial

"pari passu in right of payment with all existing and future senior indebtedness"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did IART issue in senior secured notes?

Integra issued $450 million aggregate principal amount of senior secured notes bearing interest at 9.500% per year and due November 1, 2033.

What credit facilities did IART put in place?

The amended and restated credit agreement makes up to $1.65 billion available: a $600 million revolving facility, a $600 million Term Loan A, and a $450 million Term Loan B. The first two have five-year maturities; the Term Loan B has a seven-year maturity.

What happens to IART’s notes if there is a change of control?

If a change of control occurs as defined in the Indenture, Integra is required to offer to purchase the Notes at 101% of principal, plus accrued and unpaid interest to, but excluding, the purchase date.

Can IART redeem the notes before maturity?

Before November 1, 2029, Integra may redeem some or all of the Notes at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date, and a make-whole premium. It may also redeem up to 40% with proceeds of certain equity offerings at 109.500% of principal if at least 50% of the original aggregate principal amount remains outstanding afterward.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/19/2026 - 04:21 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:20 PM EDT Learn about SEC filing dates

INTEGRA LIFESCIENCES HOLDINGS CORP false 0000917520 0000917520 2026-10-19 2026-10-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 19, 2026

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		0-26224		51-0317849
(State or Other Jurisdiction Of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1100 Campus Road

Princeton, NJ 08540

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (609) 275-0500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, Par Value $.01 Per Share		IART		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement

On October 19, 2026, Integra LifeSciences Holdings Corporation (the “Company”) entered into an amended and restated credit agreement with a syndicate of lending banks, and Bank of America, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer (the “Credit Agreement”). In addition, on October 19, 2026 the Company completed a private unregistered offering of $450 million aggregate principal amount of its 9.500% Senior Secured Notes due 2033 (the “Notes”).

Credit Agreement

The Credit Agreement makes an aggregate principal amount of up to $1.65 billion available to the Company through the following facilities: (i) a $600 million senior secured revolving credit facility with a five year maturity (the “Revolving Facility”), subject to certain sublimits for the issuance of letters of credit and swing line loans, (ii) a $600 million senior secured term loan A facility with a five year maturity (the “Term Loan A Facility”) and (iii) a $450 million senior secured term loan B facility with a seven year maturity (the “Term Loan B Facility”). The Company’s obligations under the Credit Agreement are guaranteed by substantially all of its existing and future wholly-owned domestic subsidiaries, subject to customary exceptions, and are secured on a first-priority basis by substantially all of the tangible and intangible assets of the Company and the guarantors, subject to customary exceptions (including real property and leasehold interests).

Borrowings under the Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) Term SOFR (as defined in the Credit Agreement) in effect from time to time plus the applicable rate or (ii) the highest of (w) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus one half of 1.00%, (x) the prime lending rate of Bank of America, N.A. or (y) the one-month Term SOFR plus 1.00% and (z) 1.00%. The applicable rate for Term SOFR borrowings under the Term Loan B Facility is 4.25%. The applicable rate for Term SOFR borrowings under the Revolving Facility and the Term Loan A Facility is initially 3.00% and, following delivery of the compliance certificate for the fiscal quarter ending December 31, 2026, will range from 2.00% to 3.25% based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness as of such date to (b) consolidated EBITDA for the period of four consecutive fiscal quarters ending on such date) at the time of the applicable borrowing.

The Company will also pay an annual commitment fee of 0.20% to 0.35% (fixed at 0.30% until delivery of the compliance certificate for the fiscal quarter ending December 31, 2026) on the daily amount by which the commitments under the Revolving Facility exceed the outstanding loans and letters of credit under the Revolving Facility.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

In addition, on October 19, 2026, the Company and the subsidiary guarantors of the Company entered into a ratification agreement to the Credit Agreement with Bank of America, N.A., as Administrative Agent (the “Ratification Agreement”). A copy of the Ratification Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Indenture

On October 19, 2026, the Company entered into an Indenture (the “Indenture”), dated as of October 19, 2026, with Truist Bank, as trustee and notes collateral agent (the “Trustee”) and the guarantor parties thereto (the “Guarantors”), relating to the issuance of the Notes.

The Notes bear interest at a rate of 9.500% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing May 1, 2027. The Notes will mature on November 1, 2033, unless earlier repurchased or redeemed.

The Notes will be guaranteed on a senior secured basis, jointly and severally, by each of the Company’s wholly-owned domestic subsidiaries that is a guarantor under our Credit Agreement and, subject to certain exceptions, each of the Company’s current and future wholly-owned domestic subsidiaries that guarantees indebtedness under any of the Company or any guarantor’s credit facilities or capital markets debt with an aggregate outstanding principal amount in excess of $200 million.

The Notes will be the Company’s senior secured obligations, will be senior in right of payment to any existing and future subordinated indebtedness of the Company, pari passu in right of payment with all existing and future senior indebtedness of the Company, including its indebtedness under the Credit Agreement, secured on a first-priority basis by the collateral owned by the Company (subject to permitted liens) on a pari passu basis as to the collateral owned by the Company with respect to borrowings under the Credit Agreement and any other future first lien obligations, structurally subordinated to all existing and future indebtedness, claims of holders of preferred stock and other liabilities of subsidiaries of the Company that do not guarantee the Notes, effectively senior to all existing and future unsecured indebtedness and other unsecured obligations of the Company to the extent of the value of the collateral owned by the Company, after giving effect to the intercreditor arrangements with the lenders under the Credit Agreement, effectively subordinated to any existing or future indebtedness of the Company that is secured by liens on assets that do not constitute a part of the collateral to the extent of the value of such assets, and unconditionally guaranteed by the Guarantors.

The Company may redeem some or all of the Notes prior to November 1, 2029, at a redemption price of 100% of the principal amount, plus accrued and unpaid interest thereon, to, but excluding, the redemption date, plus a “make-whole” premium. Thereafter, the Notes will be redeemable at specified redemption prices, plus accrued and unpaid interest thereon, to, but excluding, the redemption date. In addition, prior to November 1, 2029, the Company may redeem up to 40% of the aggregate principal amount of Notes with the proceeds of certain equity offerings at a redemption price equal to 109.500% of their principal amount, plus accrued and unpaid interest thereon to, but excluding, the redemption date. The Company may make such redemption only if, after any such redemption, at least 50% of the original aggregate principal amount of Notes remain outstanding.

If a change of control (as defined in the Indenture) occurs, the Company will be required to offer to purchase the Notes at a price equal to 101% of the principal amount of such Notes, together with any accrued and unpaid interest, to, but excluding, the date of purchase. In addition, if an asset sale (as defined in the Indenture) occurs, the Company may in certain circumstances be required to offer to purchase the Notes at a price equal to 100% of the principal amount of such Notes, together with any accrued and unpaid interest, to, but excluding, the date of purchase.

The Indenture contains covenants that limit the Company’s ability and the ability of certain of the Company’s restricted subsidiaries to:

• incur additional indebtedness;

• create liens;

• pay dividends or make distributions in respect of capital stock;

• purchase or redeem capital stock;

• make investments or certain other restricted payments;

• sell assets;

• enter into transactions with stockholders or affiliates;

• effect a consolidation or merger; or

• designate its subsidiaries as unrestricted subsidiaries.

These covenants are subject to a number of other limitations and exceptions set forth in the Indenture.

The Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries.

The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

On October 19, 2026, in connection with the entry into the Credit Agreement, the Company used a portion of the proceeds of the borrowings under the Credit Agreement and the offering of the Notes to repay in full all outstanding term loans and revolving loans, together with accrued and unpaid interest and fees, under its Seventh Amended and Restated Credit Agreement, dated as of March 24, 2023 (as amended by Amendment No. 1, dated as of June 6, 2025, and as otherwise amended prior to the date hereof, the “Existing Credit Agreement”), among the Company, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the revolving commitments thereunder were terminated. The Existing Credit Agreement provided for a $1.3 billion revolving credit facility and a $775 million term loan facility, each scheduled to mature on March 24, 2028, subject to certain springing maturity conditions. Letters of credit outstanding under the Existing Credit Agreement were deemed issued under the Credit Agreement. The Company did not incur any early termination penalties in connection with the repayment of the Existing Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On October 19, 2026, the Company issued a press release announcing the closing of the Credit Agreement and Notes offering. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
4.1		Indenture, dated as of October 19, 2026, by and between Integra LifeSciences Holdings Corporation, Truist Bank, as trustee and notes collateral agent, and the guarantor parties thereto.
10.1		Amended and Restated Credit Agreement, dated October 19, 2026, among Integra LifeSciences Holdings Corporation, the lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and a L/C Issuer.
10.2		Ratification Agreement, dated as of October 19, 2026, between Integra LifeSciences Holdings Corporation, the Subsidiary Guarantors of Integra LifeSciences Holdings Corporation and Bank of America, N.A., as Administrative Agent.
99.1		Press Release, dated October 19, 2026, issued by Integra LifeSciences Holdings Corporation.
104		Cover Page Interactive Data File (embedded within the inline XRBL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: October 19, 2026				By:		/s/ Lea Knight
						Lea Knight
				Title:		Executive Vice President and Chief Financial Officer

Exhibit 99.1

Integra Announces Completion of Refinancing Transactions

PRINCETON, N.J., Oct 19, 2026 (GLOBE NEWSWIRE) — Integra LifeSciences Holdings Corporation (NASDAQ:IART) today announced that it has closed a private offering of $450.0 million aggregate principal amount of 9.500% senior secured notes due 2033 (the “Notes”). In addition, Integra announced today that it has amended and restated its existing credit facility, with an overall size of approximately $1.65 billion consisting of (i) a $600 million senior secured revolving credit facility with a five year maturity, (ii) a $600 million senior secured term loan A facility with a five year maturity and (iii) a $450 million senior secured term loan B facility with a seven year maturity (collectively, the “Credit Facility”). The Notes will be general senior secured obligations of the Company and will be guaranteed by the Company’s wholly-owned domestic subsidiaries that are guarantors under the Credit Facility.

Integra used the net proceeds, together with borrowings under the Credit Facility, to refinance its existing credit facility and pay fees and expenses in connection with the foregoing.

The Notes and the related guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction. The Notes were offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A of the Securities Act and to certain non-U.S. persons outside of the United States in compliance with Regulation S of the Securities Act.

This press release is being issued pursuant to Rule 135c of the Securities Act and is neither an offer to sell, nor a solicitation of an offer to buy, any of the securities mentioned above and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offer of the securities mentioned above will be made only by means of a private offering memorandum.

About Integra

Integra LifeSciences (Nasdaq: IART) is a global medical technology leader dedicated to restoring lives. We are advancing transformational care through impactful innovation in neurosurgery and tissue reconstruction, specialized fields that demand exceptional expertise and precision. Our portfolio of highly differentiated, gold-standard technologies is trusted by healthcare professionals to deliver transformative care.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties and reflect Integra’s judgment as of the date of this release. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. Some of these forward-looking statements may contain words like “will,” “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of these words, other terms of similar meaning or they may use future dates. Forward-looking statements contained in this press release include, but are not limited to, the expectations, plans and prospects for Integra, including the anticipated use of proceeds of the offering of the Notes and borrowings under the Credit Facility, which should be the many risks and uncertainties that affect Integra’s business and market, including market and other general economic conditions, and other risks identified under the heading “Risk Factors” included in item 1A of Integra’s Annual Report on Form 10-K for the year ended December 31, 2025, and information contained in subsequent filings with the Securities and Exchange Commission. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. These forward-looking statements are made only as of the date hereof, and Integra undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Investor Relations Contacts:

Chris Ward

(609) 772-7736

chris.ward@integralife.com

Media Contact:

Laurene Isip

(609) 208-8121

laurene.isip@integralife.com

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 6.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 1.0 MB
• EX-10.2 EX-10.2 27.1 KB

Other Documents

• EX-4.1 EX-4.1 859.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB